Exhibit
10.15


 


July
22, 2004


 


 


Mr. Daniel Videtto


Micropatent LLC


250 Dodge Avenue


East Haven, CT  06512


 


 


Re:                             Enhanced Retention Bonus


 


Dear
Mr. Videtto:


 


MicroPatent LLC (“MicroPatent”) believes that its
success following the acquisition of Information Holdings Inc. (the “Company”)
by The Thomson Corporation (“Parent”) will be significantly enhanced by your
continued employment with MicroPatent. 
Accordingly, MicroPatent has obtained the consent of its Board of Directors
and the Board of Directors of the Company to modify your Employment Agreement
with MicroPatent, dated June 23, 2003 (your “Employment Agreement”), and to pay
you an enhanced retention bonus, according to the following terms:


 


1.               You
will continue employment with MicroPatent under the terms of your Employment
Agreement, but your title will be changed to Senior Vice President in Thomson
Scientific’s Corporate Markets Business Unit, and you will report to Brian
Tyler, Executive Vice President of Thomson Scientific’s Corporate Markets
Business Unit (or his successor).  You
agree that your change in title and reporting line will not constitute “Good
Reason” under Section 6(f) of your Employment Agreement.  Without limiting the foregoing sentence,
nothing herein shall be deemed to otherwise affect or limit your right to
terminate your employment for “Good Reason” under Section 6(f) of your
Employment Agreement under the circumstances listed therein which includes a
material diminution in your responsibilities or authority.


 


2.               If
(A) you are still employed by MicroPatent on the one-year anniversary of the
“Closing Date” (as defined in the Agreement and Plan of Merger dated as of June
28, 2004 among Parent, the Company and Thyme Corporation (the “Merger
Agreement”)), (B) your employment is involuntarily terminated “Without Cause”
(as defined in Section 6(e) of your Employment Agreement) before such one-year
anniversary or (C) the Company provides notice of non-renewal of your
Employment Agreement before such one-year anniversary, then in each case (but,
for the avoidance of doubt, not in the event that you terminate your employment
for “Good Reason” under Section 6(f) of your Employment Agreement) you will
receive, on the date of such one-year anniversary or within 10 days following
such involuntary termination or expiration of the term of your Employment
Agreement following


 

















 


non-renewal, as
applicable, a lump sum bonus payment equal to your “Salary” (as defined in
Section 3(a) of your Employment Agreement) as in effect on such one-year
anniversary or immediately prior to such termination (subject to applicable
withholding and similar taxes).  This
lump sum payment will be in addition to any payment you become eligible to
receive under your Employment Agreement or your retention bonus letter agreement
dated April 20, 2004.


 


Except as provided in this letter, all of the terms,
provisions and conditions of your Employment Agreement will remain in full
force and effect.  This letter is for the benefit of Parent,
and your Employment Agreement (as modified by this letter) may not be
further modified unless the modification is in writing and signed by each of
you, the Company and Parent.


 


The terms set forth in this
letter will automatically terminate upon any termination of the Merger
Agreement in accordance with its terms and will not be effective before the
“Effective Time” (as defined in the Merger Agreement).


 


We hope you will indicate your acceptance of the terms
set forth above by signing and dating this letter in the spaces indicated
below.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MICROPATENT, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  /s/ Vincent A. Chippari

  	
   

  
	
   

  	
  Vincent A. Chippari

  
	
   

  	
   

  
	
   

  	
   

  
	
  I, Daniel Videtto,
  agree to the terms described in this letter, which modify my Employment
  Agreement.

  
	
   

  
	
  /s/ Daniel Videtto

  	
   

  	
  July 22, 2004

  	
   

  
	
  Daniel Videtto

  	
   

  	
  Date

  	
   

  
						



 


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